Shares Purchase Agreement

Shares Purchase Agreement Template for United Arab Emirates

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Key Requirements PROMPT example:

"I need a Share Purchase Agreement under UAE law for the acquisition of 100% shares in a Dubai-based technology company, with completion scheduled for March 2025 and including specific provisions for intellectual property protection and key employee retention."

Document background

The Share Purchase Agreement is a fundamental document used in corporate acquisitions and investments in the UAE, facilitating the transfer of company ownership through share sales. This agreement is essential when one party wishes to acquire partial or full ownership of a company by purchasing shares from existing shareholders. The document must comply with UAE Federal Law No. 32 of 2021 and related regulations, including specific requirements for foreign investment, economic substance, and corporate governance. A Share Purchase Agreement typically includes detailed provisions on purchase price, payment mechanisms, warranties about the company's condition, regulatory approvals, and completion requirements. It's particularly important in the UAE context due to specific local requirements regarding company ownership, foreign investment restrictions, and regulatory compliance across various free zones and mainland jurisdictions.

Suggested Sections

1. Parties: Identification of the Seller(s), Buyer(s), and the Target Company

2. Background: Context of the transaction and current ownership structure

3. Definitions and Interpretation: Key terms used throughout the agreement and rules of interpretation

4. Sale and Purchase: Core transaction terms including the shares being sold and purchase price

5. Purchase Price and Payment: Detailed price structure, payment mechanics, and any adjustments

6. Conditions Precedent: Prerequisites that must be satisfied before completion

7. Pre-Completion Obligations: Parties' obligations between signing and completion

8. Completion: Mechanics of closing the transaction, including timing and deliverables

9. Warranties: Seller's representations about the shares and target company

10. Limitations on Liability: Scope and limitations of Seller's liability under the warranties

11. Confidentiality: Obligations regarding transaction and company information

12. Announcements: Rules for public statements about the transaction

13. Further Assurance: Obligations to take additional steps to give effect to the agreement

14. Notices: Process for formal communications between parties

15. Governing Law and Jurisdiction: UAE law as governing law and jurisdiction provisions

Optional Sections

1. Tag Along Rights: Used in partial sales to protect minority shareholders

2. Drag Along Rights: Used in partial sales to protect majority shareholders

3. Non-Competition: Required when seller needs to be restricted from competing

4. Earn-out Provisions: Used when part of purchase price is contingent on future performance

5. Employee Matters: Required when specific arrangements needed for key employees

6. Tax Covenant: Detailed tax provisions if significant tax implications exist

7. Foreign Investment Provisions: Required when buyer is a foreign entity

8. Regulatory Compliance: For regulated industries or when specific permits required

9. Break Fee: Used in high-value transactions to protect parties from deal failure

Suggested Schedules

1. Details of the Target Company: Corporate information, shareholding structure, and regulatory status

2. Conditions Precedent: Detailed list of all conditions to be satisfied before completion

3. Completion Obligations: Detailed list of actions and deliverables required at completion

4. Warranties: Comprehensive list of seller's warranties

5. Disclosure Letter: Seller's disclosures against the warranties

6. Properties: Details of real estate owned or leased by target company

7. Intellectual Property: List of IP rights owned or licensed by target company

8. Material Contracts: Key commercial agreements of target company

9. Employee Information: Details of employees and their terms of employment

10. Form of Resignation Letters: Template resignation letters for departing directors

11. Form of Board Resolutions: Template board resolutions approving the transfer

12. Financial Statements: Recent financial statements of target company

Authors

Alex Denne

Head of Growth (Open Source Law) @ ��Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co

Relevant legal definitions

Clauses

Relevant Industries

Financial Services

Technology

Manufacturing

Real Estate

Healthcare

Retail

Energy

Professional Services

Telecommunications

Construction

Hospitality

Logistics

Education

Media and Entertainment

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Compliance

Risk Management

Board of Directors

Executive Leadership

Investment

Corporate Secretariat

Relevant Roles

Chief Executive Officer

Chief Financial Officer

General Counsel

Legal Director

Corporate Lawyer

Investment Manager

Mergers & Acquisitions Director

Company Secretary

Finance Director

Business Development Director

Corporate Development Manager

Investment Banker

Private Equity Manager

Compliance Officer

Risk Manager

Board Director

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